แปลภาษาอังกฤษเป็นไทย ออนไลน์ แปลภาษา แปลข้อความ แปลบทความ แปลเอกสาร แปลประโยคอังกฤษเป็นไทยทั้งประโยค แปลเอกสารภาษาอังกฤษเป็นภาษาไทยทั้งประโยค แปลประโยคอังกฤษเป็นไทย แปลอังกฤษ แปลไทย ฟรี [Translate] English to Thai Translation Translate Translator , ภาษาอังกฤษ มีใช้ในประเทศออสเตรเลีย แคนาดา ไอร์แลนด์ นิวซีแลนด์ สหราชอาณาจักร สหรัฐอเมริกา ไลบีเรีย เบลีซ แอฟริกาใต้ อินเดีย
MASTER SUPPLY AGREEMENT
Section 12 (Supplied Materials and Leased Articles)
12.1 Supplier shall manage with due care of a prudent manager (zenryo naru kanrisha no chui) the Supplied Materials and Leased Articles provided by Buyer, and shall use such Supplied Materials and Leased Articles in the production and manufacture of Deliverables only and not use them for any other purposes without the prior written consent of Buyer. Supplier agrees neither to assign, pledge or otherwise dispose of such Supplied Materials and Leased Articles, nor to use them for production and manufacture of other goods including the Deliverables to be delivered to any third parties other than Buyer.
12.2 Supplier shall take appropriate measures to ensure that Buyer is identified as the owner of the Supplied Materials and the Leased Articles, and shall separately identify them on its accounting and inventory books.
12.3 In the event that the Supplied Materials and the Leased Articles are or likely to become subject to an attachment (sashiosae), labor dispute or any other act of a third party thereby prejudicing the ownership rights of Buyer, Supplier shall assert a claim and protect the rights of Buyer in and to the Supplied Materials and the Leased Articles, and shall forthwith give written notice of such action to Buyer and follow its instructions.
12.4 Supplier shall dispose of all Supplied Materials supplied at no cost which remains in the inventory of Supplier in accordance with Buyer’s instructions.
12.5 Supplier hereby agrees that Buyer or its agent may enter the workplace of Supplier at any time to inspect the use and storage of the Supplied Materials and the Leased Articles, and Supplier shall cooperate in such inspection.
12.6 Upon Buyer’s request, Supplier agrees to purchase and to maintain insurance coverage on the Supplied Materials and the Leased Articles. Any and all costs required to procure such insurance shall be borne by Supplier.
Section 13 (Loss or Damage to Supplied Material or Leased Article)
If Supplier has destroyed, damaged or lost any Supplied Materials or Leased Articles, Buyer, in its sole discretion, may request and Supplier shall be liable for restoring such Supplied Materials or Leased Articles to their original state or procuring a replacement thereof or compensating Buyer for damages.
Section 14 (Return of Supplied Materials, etc.)
Supplier shall forthwith return to Buyer any and all Supplied Materials and Leased Articles which are no longer necessary in the manufacture or production of Deliverables arising from amendments to or termination of an Individual Agreement or for any reasons, including termination of this Agreement.
Article 5 Delivery
Section 15 (Delivery Date)
15.1 As used herein, the term “delivery date” shall mean the date on which Supplier shall deliver Deliverables to the destination point designated by Buyer, as set forth in the Individual Agreement.
15.2 Supplier shall strictly comply with the delivery dates for all deliveries of Deliverables.
Section 16 (Change of Delivery Date)
16.1 If Supplier wishes to deliver any Deliverables prior to the delivery date, it shall obtain the prior written consent of Buyer.
16.2 If Supplier is not able to make delivery of Deliverables by the delivery date, it shall promptly inform Buyer of such fact and new delivery date and comply with Buyer’s instructions.
16.3 When a change of delivery date is required by Buyer, Supplier shall to a reasonable extent cooperate in such change.
Section 17 (Delayed Delivery)
17.1 If necessary for Supplier to meets its delivery on the delivery date to the destination point designated by Buyer stemming from causes attributable to Supplier, Supplier, at its expense, shall use expedited delivery methods to complete and deliver such Deliverables, and if it still fails to meet the delivery date, Supplier shall pay Buyer delay damages, which shall accrue at two percent (2%) of the Contract Price referenced in the applicable Individual Agreement for the first three (3) days after the original delivery date, and then increased by zero point five percent (0.5%) for each subsequent day of delay, provided always that the aggregate amount of delay damages shall not be more than fifteen percent (15%) of the Contract Price. Notwithstanding the foregoing, if the delay continues for more than thirty (30) days, Buyer, in its sole discretion, shall have the right to terminate the relevant Individual Agreement, in which case Supplier shall be liable for any and all damages incurred by Supplier arising from the termination.
17.2 If Supplier is unable to make delivery of Deliverables on the delivery date by an event of Force Majeure set forth in Section 40, Supplier shall give notice and a detailed explanation of such event of Force Majeure to Buyer without delay.
Section 18 (Delivery and Acceptance)
18.1 Supplier shall deliver Deliverables to the destination point designated by Buyer in accordance with the delivery procedures designated by Buyer.
18.2 Upon receipt of Deliverables in accordance with the provisions of Section 18.1, Buyer shall deliver a written certificate of acceptance to Supplier or Supplier’s agent.
18.3 Delivery of Deliverables shall be deemed completed when Supplier delivers all such Deliverables (including any spare parts thereof ) under an Individual Agreement to and completes installation thereof at the place designated by Buyer, and delivers to Buyer the plan, drawings, user manuals, inspection certificates, specified invoice forms and other requested documents accompanying such Deliverables (the “Delivery Documents”).
18.4 When Supplier delivers a Deliverable which is a heavy object or dangerous article, or which is otherwise judged to require preparation for acceptance by Buyer, Supplier shall inform Buyer and its designated individual responsible for accepting such Deliverable. If Supplier breaches the foregoing obligation, Buyer may refuse acceptance of such Deliverable.
18.5 Supplier may not make partial deliveries of Deliverables, unless partial deliveries are permitted in an Individual Agreement or is otherwise agreed upon in writing by Buyer.
18.6 Buyer reserves the right to withhold inspection under Section 19 of any partial deliveries of Deliverables pursuant to an Individual Agreement or any Deliverables delivered without accompanying Delivery Documents.
Article 6 Inspection
Section 19 (Inspection)
19.1 After Deliverables are delivered by Supplier to the destination point designated by Buyer, Buyer shall conduct an inspection thereof without delay. The inspection method, judgment criteria and other details about the inspection shall be separately determined by Buyer.
19.2 Buyer shall inform Supplier of the results of the inspection in writing.
19.3 Supplier shall be liable for any and all damages, including damage to a Deliverable which occurs during the course of the inspection, unless such damages are solely attributable to Buyer.
Section 20 (Treatment of Nonconforming Product and Excess Delivery)
20.1 If Buyer determines that any Deliverables are nonconforming or defective, Buyer may demand that Supplier remedy the defect or replace such nonconforming or defective Deliverables, both within a time period to be designated by Buyer, or terminate in whole or in part the relevant Individual Agreement.
20.2 Any Deliverable found upon inspection to be nonconforming, including any excess discrepancy between the delivered Deliverables and the corresponding Individual Agreement shall be shipped back to Supplier within a time period designated by Buyer, except when Buyer elects to accept such nonconforming Deliverables or to purchase such excess Deliverables. If Supplier fails to take back such nonconforming Deliverables or excess delivery, Supplier agrees that it will not raise any objections in the event that Buyer, in its sole discretion, returns the same to Supplier, at its expenses,.
20.3 If nonconforming Deliverables or an excess delivery of Deliverables held by Buyer within the time period specified in Section 20.2 is lost, damaged or altered in whole or in part, the damages resulting therefrom shall be borne by Supplier, unless such damages were solely attributable to Buyer.
Section 21 (Special Acceptance)
Notwithstanding Section 20, Buyer, for its own convenience, may accept nonconforming Deliverables at a discounted price, in which case the cost required to remedy or repair such nonconforming Deliverables shall be borne by Supplier.
Section 22 (Audit and Inspection)
In addition to the inspection set forth in Section 19, Supplier shall permit Buyer and cause its employees and agents to permit Buyer to audit and verify the status and conditions of materials, parts, jigs, tools, instruments and facilities and Supplier’s internal system for monitoring and storage of Intellectual Property Rights (defined below), including Confidential Information (defined below) and Confidential Data (defined below),which are supplied or delivered by Buyer in Supplier’s possession, all used by Supplier to manufacture and produce Deliverables at Supplier’s facilities or its subcontractors’ facilities and to examine the work or repair process of Deliverables; to monitor or evaluate the qua
แปลภาษาอังกฤษเป็นไทยออนไลน์แปลภาษาแปลข้อความแปลบทความแปลเอกสารแปลประโยคอังกฤษเป็นไทยทั้งประโยคแปลเอกสารภาษาอังกฤษเป็นภาษาไทยทั้งประโยคแปลประโยคอังกฤษเป็นไทยแปลอังกฤษแปลไทยฟรี [แปล] ภาษาอังกฤษเป็นไทยแปลแปลแปล ภาษาอังกฤษมีใช้ในประเทศออสเตรเลียแคนาดาไอร์แลนด์นิวซีแลนด์สหราชอาณาจักรสหรัฐอเมริกาไลบีเรียเบลีซแอฟริกาใต้อินเดียข้อตกลงการจัดหาหลักมาตรา 12 (จัดหาวัสดุ และเช่าบทความ)12.1 Supplier shall manage with due care of a prudent manager (zenryo naru kanrisha no chui) the Supplied Materials and Leased Articles provided by Buyer, and shall use such Supplied Materials and Leased Articles in the production and manufacture of Deliverables only and not use them for any other purposes without the prior written consent of Buyer. Supplier agrees neither to assign, pledge or otherwise dispose of such Supplied Materials and Leased Articles, nor to use them for production and manufacture of other goods including the Deliverables to be delivered to any third parties other than Buyer.12.2 Supplier shall take appropriate measures to ensure that Buyer is identified as the owner of the Supplied Materials and the Leased Articles, and shall separately identify them on its accounting and inventory books.12.3 In the event that the Supplied Materials and the Leased Articles are or likely to become subject to an attachment (sashiosae), labor dispute or any other act of a third party thereby prejudicing the ownership rights of Buyer, Supplier shall assert a claim and protect the rights of Buyer in and to the Supplied Materials and the Leased Articles, and shall forthwith give written notice of such action to Buyer and follow its instructions.12.4 Supplier shall dispose of all Supplied Materials supplied at no cost which remains in the inventory of Supplier in accordance with Buyer’s instructions. 12.5 Supplier hereby agrees that Buyer or its agent may enter the workplace of Supplier at any time to inspect the use and storage of the Supplied Materials and the Leased Articles, and Supplier shall cooperate in such inspection.12.6 Upon Buyer’s request, Supplier agrees to purchase and to maintain insurance coverage on the Supplied Materials and the Leased Articles. Any and all costs required to procure such insurance shall be borne by Supplier.Section 13 (Loss or Damage to Supplied Material or Leased Article)If Supplier has destroyed, damaged or lost any Supplied Materials or Leased Articles, Buyer, in its sole discretion, may request and Supplier shall be liable for restoring such Supplied Materials or Leased Articles to their original state or procuring a replacement thereof or compensating Buyer for damages.Section 14 (Return of Supplied Materials, etc.)Supplier shall forthwith return to Buyer any and all Supplied Materials and Leased Articles which are no longer necessary in the manufacture or production of Deliverables arising from amendments to or termination of an Individual Agreement or for any reasons, including termination of this Agreement.Article 5 DeliverySection 15 (Delivery Date)15.1 As used herein, the term “delivery date” shall mean the date on which Supplier shall deliver Deliverables to the destination point designated by Buyer, as set forth in the Individual Agreement.15.2 ผู้จำหน่ายต้องให้สอดคล้องกับวันจัดส่งสำหรับการจัดส่งทั้งหมดของ Deliverables อย่างเคร่งครัดส่วน 16 (เปลี่ยนแปลงวันจัดส่ง)16.1 ถ้าซัพพลายเออร์ต้องส่ง Deliverables ใด ๆ ก่อนวันจัดส่ง ก็จะได้รับก่อนการยินยอมของผู้ซื้อ16.2 ผู้ผลิตไม่สามารถทำการจัดส่งของ Deliverables โดยวันจัดส่ง มันจะทันทีแจ้งผู้ซื้อดังกล่าวจริงและวันจัดส่งใหม่ แล้วปฏิบัติตามคำสั่งของผู้ซื้อ16.3 เมื่อต้องการเปลี่ยนวันจัดส่ง โดยผู้ซื้อ จำหน่ายจะขอบเขตที่เหมาะสมให้ความร่วมมือในการเปลี่ยนแปลงดังกล่าวมาตรา 17 (ส่งล่าช้า)17.1 If necessary for Supplier to meets its delivery on the delivery date to the destination point designated by Buyer stemming from causes attributable to Supplier, Supplier, at its expense, shall use expedited delivery methods to complete and deliver such Deliverables, and if it still fails to meet the delivery date, Supplier shall pay Buyer delay damages, which shall accrue at two percent (2%) of the Contract Price referenced in the applicable Individual Agreement for the first three (3) days after the original delivery date, and then increased by zero point five percent (0.5%) for each subsequent day of delay, provided always that the aggregate amount of delay damages shall not be more than fifteen percent (15%) of the Contract Price. Notwithstanding the foregoing, if the delay continues for more than thirty (30) days, Buyer, in its sole discretion, shall have the right to terminate the relevant Individual Agreement, in which case Supplier shall be liable for any and all damages incurred by Supplier arising from the termination.17.2 If Supplier is unable to make delivery of Deliverables on the delivery date by an event of Force Majeure set forth in Section 40, Supplier shall give notice and a detailed explanation of such event of Force Majeure to Buyer without delay.Section 18 (Delivery and Acceptance)18.1 Supplier shall deliver Deliverables to the destination point designated by Buyer in accordance with the delivery procedures designated by Buyer.18.2 Upon receipt of Deliverables in accordance with the provisions of Section 18.1, Buyer shall deliver a written certificate of acceptance to Supplier or Supplier’s agent.18.3 Delivery of Deliverables shall be deemed completed when Supplier delivers all such Deliverables (including any spare parts thereof ) under an Individual Agreement to and completes installation thereof at the place designated by Buyer, and delivers to Buyer the plan, drawings, user manuals, inspection certificates, specified invoice forms and other requested documents accompanying such Deliverables (the “Delivery Documents”).18.4 When Supplier delivers a Deliverable which is a heavy object or dangerous article, or which is otherwise judged to require preparation for acceptance by Buyer, Supplier shall inform Buyer and its designated individual responsible for accepting such Deliverable. If Supplier breaches the foregoing obligation, Buyer may refuse acceptance of such Deliverable.18.5 Supplier may not make partial deliveries of Deliverables, unless partial deliveries are permitted in an Individual Agreement or is otherwise agreed upon in writing by Buyer.18.6 Buyer reserves the right to withhold inspection under Section 19 of any partial deliveries of Deliverables pursuant to an Individual Agreement or any Deliverables delivered without accompanying Delivery Documents.Article 6 InspectionSection 19 (Inspection)19.1 After Deliverables are delivered by Supplier to the destination point designated by Buyer, Buyer shall conduct an inspection thereof without delay. The inspection method, judgment criteria and other details about the inspection shall be separately determined by Buyer.19.2 Buyer shall inform Supplier of the results of the inspection in writing.19.3 Supplier shall be liable for any and all damages, including damage to a Deliverable which occurs during the course of the inspection, unless such damages are solely attributable to Buyer.Section 20 (Treatment of Nonconforming Product and Excess Delivery)20.1 If Buyer determines that any Deliverables are nonconforming or defective, Buyer may demand that Supplier remedy the defect or replace such nonconforming or defective Deliverables, both within a time period to be designated by Buyer, or terminate in whole or in part the relevant Individual Agreement.20.2 Any Deliverable found upon inspection to be nonconforming, including any excess discrepancy between the delivered Deliverables and the corresponding Individual Agreement shall be shipped back to Supplier within a time period designated by Buyer, except when Buyer elects to accept such nonconforming Deliverables or to purchase such excess Deliverables. If Supplier fails to take back such nonconforming Deliverables or excess delivery, Supplier agrees that it will not raise any objections in the event that Buyer, in its sole discretion, returns the same to Supplier, at its expenses,.20.3 If nonconforming Deliverables or an excess delivery of Deliverables held by Buyer within the time period specified in Section 20.2 is lost, damaged or altered in whole or in part, the damages resulting therefrom shall be borne by Supplier, unless such damages were solely attributable to Buyer.Section 21 (Special Acceptance)Notwithstanding Section 20, Buyer, for its own convenience, may accept nonconforming Deliverables at a discounted price, in which case the cost required to remedy or repair such nonconforming Deliverables shall be borne by Supplier.Section 22 (Audit and Inspection)In addition to the inspection set forth in Section 19, Supplier shall permit Buyer and cause its employees and agents to permit Buyer to audit and verify the status and conditions of materials, parts, jigs, tools, instruments and facilities and Supplier’s internal system for monitoring and storage of Intellectual Property Rights (defined below), including Confidential Information (defined below) and Confidential Data (defined below),which are supplied or delivered by Buyer in Supplier’s possession, all used by Supplier to manufacture and produce Deliverables at Supplier’s facilities or its subcontractors’ facilities and to examine the work or repair process of Deliverables; to monitor or evaluate the qua
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